Contributor Guarantees definition

Contributor Guarantees has the meaning set forth in Section 6.7(a).
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Contributor Guarantees has the meaning set forth in Section 6.7(a). “Contributor Guarantor” has the meaning set forth in the introductory paragraph to this Agreement. “Contributor Indemnitees” has the meaning set forth in Section 9.3. “Contributor Taxes” means, without duplication, (a) all Taxes due and owing, by or with respect to, and all Taxes imposed on or incurred by or with respect to, the Company or its assets or operations for any Pre-Closing Tax Period (determined in accordance with the definition of Pre- Closing Tax Period); (b) all Taxes of any affiliated, combined, consolidated, unitary or similar group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local Law; (c) Taxes of any other Person for which the Company is or has been liable as a transferee or successor, by Contract or otherwise, by reason of a transaction or a relationship occurring or existing prior to the Closing; (d) any Transfer Taxes that Contributor is obligated to pay as set forth in Section 6.2(f); and (e) Transfer Taxes paid by the Company with respect to transfers or assignments under any of the Existing Contribution Agreements that occur on or after the Closing Date.
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Examples of Contributor Guarantees in a sentence

  • In addition, the Acquirer hereby agrees to take all actions necessary to cause all Contributor Guarantees to be terminated or released in full with any continuing liability or obligation on the part of the Contributors as soon as reasonably practicable following the Closing Date.

  • After giving effect to the services to be provided, licenses to be granted and the other transactions and arrangements contemplated by the Contracts set forth on Schedule 3.14 (including, for the avoidance of doubt, the Contributor Guarantees), the Company’s assets are adequate to conduct the business of the Company as of the Closing in all material respects substantially in accordance with past practices.

Related to Contributor Guarantees

  • Other Guarantees means all guarantees, other than this Preferred Securities Guarantee, to be issued by the Guarantor with respect to preferred securities (if any) similar to the Preferred Securities, issued by trusts other than the Issuer to be established by the Guarantor (if any), in each case similar to the Issuer.

  • Seller Guaranty has the meaning set forth in Section 3.01.

  • Parent Guarantee means the guarantee by the Parent of the Company’s obligations with respect to the Notes.

  • Performance Guarantees means specific measurement indicators assigned to Contract tasks representing timeliness and quality of task output.

  • Management Guarantees means guarantees (x) of up to an aggregate principal amount outstanding at any time of $30.0 million of borrowings by Management Investors in connection with their purchase of Management Stock or (y) made on behalf of, or in respect of loans or advances made to, directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary (1) in respect of travel, entertainment and moving related expenses incurred in the ordinary course of business or (2) in the ordinary course of business and (in the case of this clause (2)) not exceeding $15.0 million in the aggregate outstanding at any time.